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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 000-19532
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NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1999
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRATION INFORMATION
Full name of registrant American HomePatient, Inc.
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Former name if applicable Diversicare Inc.
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Address of principal executive office
(Street and number) 5200 Maryland Way, Suite 400
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City, state and zip code Brentwood, Tennessee 37027
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PART II
RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or Form
N-SAR, or portion thereof will be filed on or before the
15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The Company is in default of several financial covenants in its bank credit
facility. The Company has been negotiating with its lenders to amend the bank
credit facility to cure the default and modify financial and other covenants.
The Company reached an agreement in principle to do such on March 30, 2000.
Because this agreement in principle was reached on the due date of the Company's
Form 10-K, the Company was unable to finalize the description of the Company's
debt and complete other portions of the Company's financial statements and Form
10-K. The Company anticipates filing its Form 10-K promptly upon completion of
such portions as affected by the agreement in principle to amend the bank credit
facility.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Marilyn O'Hara 615 221-8884
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
In the first nine months of 1999 the Company reported a net loss of
$15.6 million compared to a net loss of $2.9 million for the same period in
1998. The Company anticipates reporting a net loss of $84.2 million for the
fourth quarter of 1999 and a net loss of $99.9 million for the fiscal year 1999,
as compared to a net loss of $36.1 million for the fourth quarter of 1998 and a
net loss of $39.0 million for the fiscal year 1998.
The Company anticipates recording approximately $77 million in
accounting charges in the fourth quarter. The Company anticipates recording a
charge for additional accounts receivable reserves of approximately $17 million,
a write-off of impaired goodwill of approximately $40 million, and the recording
of a valuation allowance for deferred tax assets of approximately $20 million.
The Company's annual report on Form 10-K for fiscal year 1999 will provide
additional details regarding these charges.
American HomePatient, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2000 By: /s/ Marilyn O'Hara
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Marilyn O'Hara
Executive Vice President and Chief Financial
Officer
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